Last updated: November 26, 2024

1. Introduction

Vydia, Inc. (referred to as “Vydia”, “we”, “our” or “us”) is a premium technology company that works to empower creators to distribute, protect, monetize, and store their content through one centralized and easy to use platform. We provide these services to you in support of our mission to give creators the power to be more in control of their content. In exchange, you must review and accept the following terms and conditions (collectively, the “Terms”). These Terms apply when you access or use our website located at www.vydia.com, our mobile applications, our platform, and any of the products or services we offer through our website, mobile applications, or platform (collectively, the “Service”).

Notice Regarding Dispute Resolution: These Terms contain provisions that govern how claims you and we may have against each other are resolved (see Section 17 below), including an agreement and obligation to arbitrate disputes, which will, subject to limited exceptions, require you to submit claims you have against us to binding arbitration, unless you opt-out in accordance with Section 17(e). Unless you opt-out of arbitration: (a) you will only be permitted to pursue claims against us on an individual basis, not as part of any class or representative action or proceeding and (b) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

If you are an individual accessing or using the Service on behalf of, or for the benefit of, any corporation, partnership, or other legal entity with which you are associated (“Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Service and to any such Organization.

2. Consent and Eligibility

1. By creating a Member Account (defined below), logging onto the Vydia website and/or otherwise accessing or using the Service, you expressly agree to all provisions of these Terms.
2. To register and become a member of the Service, you must be 18 years of age or the legal age of majority where you live, or, if you are under the age of 18, you must have the permission and consent of your parent or legal guardian. In any event, no one under the age of 13 may create a Member Account or otherwise become a member of the Service. By accessing or using the Service, you represent and warrant (a) that you are either of the age of legal majority or otherwise have legal capacity to legally enter into these Terms, and (b) your use of the Service, and your use of the services made available through the Service, does not violate any applicable law or regulation.

3. Member Accounts and Registration

1. Member Registration. You will not be able to upload Contributions (as defined in Section 5(a) below), or access or use interactive portions of the Service unless you are a registered member of the Service. You can become a registered member of the Service by creating a new Member Account or logging in through a third party social media account, such as your Facebook or YouTube account.
2. Member Accounts. If you sign up to become a registered member of the Service (“Member Account”), you agree: (i) to provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “User Information”); (ii) to maintain and promptly update the User Information to keep it true, accurate, current and complete; and (iii) that you will comply with the rules governing Contributions in Section 5(a) below. We reserve the right to refuse registration of, or to cancel, a Member Account in our reasonable discretion in accordance with applicable law. You will be responsible for maintaining the confidentiality of your Member Account. We shall not be liable for any loss that you incur as a result of someone else using your Member Account, either with or without your knowledge.

4. Our Intellectual Property Rights

All of the content on the Service (“Materials”) and the trademarks, service marks, and logos contained on the Service (“Marks”), are owned by or licensed to us and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. We grant you a limited license to access and use the Service, Materials, and Marks for your information and personal use only and not for commercial exploitation except as we explicitly allow. We reserve all rights in and to the Service and the Materials. If you download or print a copy of the Materials for your own personal use, you must retain all trademark, copyright and other proprietary notices contained in and on the Materials. Nothing in these Terms shall be construed as granting you any right, title, or interest in or to any software, documentation or any intellectual property embodied in or used in connection with Vydia and/or the Service.

5. Rules Governing User Contributions; Prohibited Activities

1. User Contributions. If you are a member of the Service and you are logged in to your Member Account, you will be able to upload content and materials to the Service (collectively “Contributions”). You are entirely responsible for the content of, and any harm resulting from, any of your Contributions. You represent and warrant that you:
   • Own or have sufficient rights to use your Contributions in connection with the Service;
   • will not upload Contributions that violate our or any other person’s privacy rights, publicity rights, intellectual property rights (including without limitation copyrights) or contract rights;
   • have fully complied with any third-party licenses relating to Contributions and shall pay all royalties, fees and any other monies required to be paid in connection with Contributions;
   • will not upload Contributions that: (a) are defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable; (b) incite, encourage or threaten immediate physical harm against another, including but not limited to, Contributions that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (c) contain material that solicits personal information from anyone or exploits anyone in a sexual or violent manner;
   • will not upload Contributions that contain advertisements or solicit any person to buy or sell products or services; and
   • will not upload Contributions that constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party.
2. Prohibited Activities. In addition to the obligations described in Section 5(a) you agree that in connection with your use of the Service, you will not:
   • use the Service for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Service without our express written consent;
   • transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service, including without limitation, hacking into the Service, or using the system to send unsolicited or commercial emails, bulletins, comments or other communications;
   • impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
   • use the Services to hire any person to perform work, including, without limitation, posting advertisements or solicitations for modeling jobs or talent or talent scouting positions on the Service;
   • upload on the Service any franchise, pyramid scheme, “club membership,” distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment, pays commissions, or requires recruitment of other members, sub-distributors or sub-agents;
   • reproduce, duplicate, copy, publicly display, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services;
   • decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from or sublicense the Service, or any portion thereof; or
   • disseminate on the Services any viruses, worms, spyware, adware, or other malicious computer code, file, or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software, or equipment, or otherwise circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials on the Service; or
   • build a competitive product or service using the Services, build a product or service using similar ideas, features, functions, or graphics as the Services or determine whether the Services are within the scope of any patent.

6. Rights in Contributions

1. Ownership of Contributions. We do not claim any ownership rights in the Contributions that you upload through the Service. After uploading your Contributions through the Service, you continue to retain any rights you may have in your Contributions, including any intellectual property rights or other proprietary rights associated with your Contributions, subject to the license you grant to us below.
2. License to Contributions. By uploading Contributions using the Service, you grant Vydia a non-exclusive, fully-paid, royalty-free, sublicensable and worldwide license to use, publicly display, reproduce, disseminate, and distribute the Contribution as necessary for us to provide the Service. If you cancel your membership or we terminate your access to the Service, your Contributions and other information and data related to your Member Account will no longer be accessible through the Service, however we may retain your Contributions in our archived files.

7. Our Management of the Service; User Misconduct

1. Our Right to Manage the Service. We reserve the right, but do not undertake the obligation to: (i) monitor or review the Service for violations of these Terms and for compliance with our policies; (ii) report to law enforcement authorities and/or take legal action against anyone who violates these Terms; (iii) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any Service, Materials, Contribution or any portion thereof; (iv) manage the Service in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Service; (v) screen our users or members, or attempt to verify the statements of our users or members; and/or (vi) monitor disputes between you and other users or to terminate or block you and other users for violating these Terms.
2. Our Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, AS PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS, OR OF ANY APPLICABLE LAW OR REGULATION.

8. Personal Information

To the extent that you are an Organization engaging us to process personal information under these Terms, such processing will be handled in accordance with our Data Processing Agreement, which is available here.

If you are an individual, for information regarding how Vydia collects and uses your information in connection with the Service, please review our current Privacy Policy.

9. Copyright Infringement

Vydia respects the copyrights and intellectual property rights of others and requires that the people who use our Services do the same. You shall not use the Service in connection with any content that you do not own, have the right to use or that infringes upon the rights of any third parties.

If you believe your work has been reproduced or used in any way in connection with the Service that may potentially constitute copyright infringement, you may notify us by filling out our Copyright Infringement Notification or by submitting a support ticket to support.vydia.com. Vydia reserves the right to terminate any account that, in Vydia’s sole discretion, infringes upon the rights of any third parties. In the event that Vydia receives a notification that any content you have submitted in connection with the Service infringes on the rights of any third parties, Vydia may, in its discretion and without limiting any of its legal rights or remedies, disclose your contact information to such third parties and/or remove or delete such content.

10. Text Message Terms

BY PARTICIPATING IN A TEXT MESSAGE PROGRAM, YOU ARE AGREEING TO THE LEGAL DISPUTES, ARBITRATION, AND CLASS ACTION WAIVER OF THESE TERMS AS WELL AS THE REST OF THE TERMS HEREIN, INCLUDING THE LIMITATION OF LIABILITY.

We offer our customers mobile alerts regarding product releases and updates and order and shipping alerts by SMS message (each a “Text Message Program”). By participating in a Text Message Program, you acknowledge your personal information is subject to our Privacy Policy.

1. Signing Up and Opting Into a Text Message Program. Enrollment in a Text Message Program requires you to provide your mobile phone number and to agree to these Terms. You may not enroll if you are under eighteen (18) years old (or the applicable age of majority in your home state) or if you do not agree to these Terms. We reserve the right to stop offering a Text Message Program and/or terminate your participation in a Text Message Program at any time with or without notice.By opting into a Text Message Program, you:
   • Authorize us to use auto dialer or non-auto dialed technology to send recurring text messages to the mobile phone number associated with your opt-in (i.e., the number listed on the opt-in form or, if none, the number from which you send the opt-in, or, if none, the number on file for the account associated with your opt-in).
   • Acknowledge that you do not have to consent to receive text message advertisements as a condition of purchasing goods or services.
   • Confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to opt into the Text Message Program.
   • Consent to the use of an electronic record to document your opt-in.

   While you consent to receive messages sent using automated technology, these Terms shall not be interpreted to suggest or imply that we send any or all of our text messages using an automatic telephone dialing system (or other automated technology, as defined under applicable laws).

2. Content You May Receive. Once you opt-in to a Text Message Program, your message frequency may vary. You may receive alerts about:
   • Releases and updates
   • Order Tracking and Delivery Alerts
   • On-Demand Text Message Reply Services
   • Updates related to your Member Account and/or Contributions
3. Opting Out and Seeking Assistance. You may opt out of receiving text messages from us at any time by texting “STOP” to any of the text messages you have received from us. For a Text Message Program operated through a different number, text STOP to that number to opt out. Your opt-out request may generate either a confirmation text or a text request to clarify the Text Message Program to which it applies (if you have subscribed to more than one). To complete your opt-out, please provide the requested clarification. You acknowledge that the text message platform may not recognize and respond to unsubscribe requests that do not include the “STOP” keyword command and agree that we and our service providers will have no liability for failing to honor such texts that do not contain such keyword commands. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from a Text Message Program list, is not a reasonable means of opting out. If you unsubscribe from one of our Text Message Programs, you may continue to receive text messages from us through any other programs you have joined until you separately unsubscribe from those programs. These Terms will still apply if you withdraw the consent mentioned above or opt out of a Text Message Program.If you need assistance at any time, or you forget what keywords are supported, just text “HELP” to the number sending the text message you received.
4. Cost and Frequency of Messages. Message and data rates may apply. Please consult your service agreement with your wireless carrier or contact your wireless carrier to determine your phone’s pricing plan and the charges for sending and receiving text messages. You acknowledge that you are responsible for any message, data, or other charges incurred (usage, subscription, etc.) as a result of using a Text Message Program.Text Message Programs are offered on an “as-is” basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage, or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with a Text Message Program.
5. Supported Carriers. Supported carriers are AT&T, T-Mobile, Verizon Wireless, Sprint, Boost, Virgin Mobile, U.S. Cellular, Cricket, Alltel, Cincinnati Bell, Cellcom, C-Spire, nTelos, MetroPCS, and other smaller regional carriers. A Text Message Program may not be available on all wireless carriers. We may add or remove any wireless carrier from a Text Message Program at any time without notice. We and mobile carriers are not responsible for any undue delays, failure of delivery, or errors in messages.
6. Changing Your Phone Number. If you change, forfeit, or deactivate the phone number you provided to us for a Text Message Program, you agree to notify us immediately of such change or to unsubscribe from the Text Message Program prior to changing, forfeiting, or deactivating the phone number. Failure to do so constitutes a material breach of these Terms. To notify us or find out more information on our text message marketing programs, please contact us using the contact details below. Our Privacy Policy applies to text message marketing programs.

11. Third Party Sites

The Service may contain links to platforms and websites operated by third parties (“Third Party Sites”), and you may be able to share Contributions with Third Party Sites through the Service; however, we do not own or operate the Third Party Sites, and we have not reviewed, and are not responsible for reviewing the terms and conditions that are applicable to your use of these Third Party Sites. If you decide to visit any external link, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. The ability to access these Third Party Sites in connection with the Service does not represent, warrant, or imply that we endorse any Third Party Sites or any materials, opinions, goods, or services available on them. Third party materials accessed through or used by means of the Third Party Sites may also be protected by copyright and other intellectual property laws. Links do not imply that we are legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links; or that any linked website or service is authorized to use any of our trademarks, logos, or copyright symbols. THESE TERMS DO NOT APPLY TO THIRD PARTY SITES. BEFORE VISITING OR USING A THIRD PARTY SITE IN CONNECTION WITH THE SERVICE, YOU SHOULD REVIEW THE THIRD PARTY SITE’S TERMS AND CONDITIONS , AND INFORM YOURSELF OF THE REGULATIONS, POLICIES AND PRACTICES OF THESE THIRD PARTY SITES.

Without prejudice to the foregoing, by using the Service, you are agreeing to be bound by the YouTube Terms of Service available at https://www.youtube.com/t/terms.

Without prejudice to the foregoing, by using the Service in connection with Spotify, you are being granted a limited, personal, royalty-free, non-exclusive, revocable, non-transferable and non-sublicensable right to access Spotify’s servers through the Spotify API for the sole purpose of submitting requests and receiving results. Spotify retains all right, title and interest in and to the Spotify API, any associated requests, as well as Spotify’s trade names, trade dress, trademarks, service marks, commercial symbols, domain names, brands, designs, logos, etc.

In addition, by using the Service in connection with Spotify, you are agreeing to be bound by the Spotify for Artists Terms and Conditions, available at: https://www.spotify.com/us/legal/spotify-for-artists-terms-and-conditions/, as well as the Spotify Terms and Conditions of Use, available at: https://www.spotify.com/us/legal/end-user-agreement/.

YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD- PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

12. Special Services; Media Partners.

1. Monetization Services. As part of the Services, Vydia may offer eligible members of the Service certain monetization services, such as the ability to make available their Contributions on Third Party Sites on an ad-supported, subscription, and/or other monetized basis and have Vydia administer such members’ rights on their behalf (“Monetization Services”). Vydia has no obligation to provide you the Monetization Services unless and until you and we enter into a separate, mutually agreed content license agreement. We reserve the right to determine eligibility for Monetization Services in our sole discretion.
2. Distribution Services. As part of the Services, Vydia may offer eligible members of the Service the ability to request that Vydia make available their respective Contributions to our media partners (“Media Partners”), for review by such Media Partners for potential use in connection with their respective television, film, internet, and/or any such other platforms operated by such Media Partners (“Distribution Services”). We reserve the right to determine eligibility for Distribution Services in our sole discretion. If you are eligible for Distribution Services, we may require that you pay fees in order to receive the Distribution Services. Such fees may vary depending in part on which Media Partners you are requesting to review your Contribution(s). All fees paid for Distribution Services are non-refundable. Upon payment of applicable fees, we will prepare your selected Contributions for review by the Media Partners you selected, pursuant to our and such Member Partners’ applicable guidelines (such as reformatting and encoding your Contributions). WE DO NOT GUARANTEE THAT ANY MEDIA PARTNER WILL SELECT YOUR CONTRIBUTIONS FOR ANY SUCH USES. We will provide you with any feedback we receive from a Media Partner in respect of your Contributions. If your Contributions are selected by a Media Partner for potential use, you are responsible for agreeing with the Media Partner any terms and conditions applicable to such use. As between you and us, you are solely responsible for the use of your Contributions by a Media Partner.
3. Terms Applicable to Media Partners. If you are a Media Partner, Vydia allows you access to the Service and certain Contributions for professional review of such Contributions in connection with Distribution Services. In connection with such access, you shall not: (a) permit individuals who are not your employees or authorized agents to access the Service or to use Contributions contained on the Service; (b) download Contributions for any purpose other than to the limited extent necessary for professional review in connection with Distribution Services; or (c) modify, translate, distribute or create derivative works from Contributions. Notwithstanding anything to the contrary, nothing herein shall be deemed to grant you any rights in Contributions other than to the limited extent (and where and for so long as) we are authorized by our members to permit you to professionally review Contributions as part of the Distribution Services. You agree that Media Partners are solely responsible for obtaining all other rights necessary for use of Contributions from Vydia members.

13. Subscription Terms & Fees.

Vydia’s free account tier allows you a certain amount (as identified in your Member Account dashboard located at https://dashboard.vydia.com/ (your “Dashboard”)) of storage space to store your content. You can upgrade your free Vydia Member Account to a paid Member Account and increase the amount of storage space available to you at any time by selecting one of the available Vydia storage plan options listed within your Dashboard. When you surpass any applicable storage threshold, you will have the choice to upgrade your Member Account in order to purchase more space. If you choose not to upgrade your Member Account, your oldest content will be deleted, in Vydia’s sole discretion, to keep your Member Account under your selected storage limit. By selecting a Vydia Plan, you agree to pay the annual subscription fee indicated for that particular plan. Payments will be charged upfront and in full on the day you sign up for a paid Member Account and will cover the use of that particular storage service for an annual subscription period as indicated. If applicable, Vydia charges sales taxes on its Vydia storage plan subscription fees.

Your Vydia storage plan subscription shall automatically renew on an annual basis unless and until you elect to cancel your subscription via the “My Vydia Plan” page within your Dashboard. Unless you notify Vydia through your Dashboard that you wish to cancel a subscription at least thirty (30) days prior to the end of your then-current subscription period, your subscription will automatically renew and you authorize us to charge any applicable subscription fees (as well as any taxes, if applicable) using the credit card or other payment mechanism we have on record for you, including your current Vydia Member Account balance, if applicable.

If you have a free Member Account tier and discontinue use of your Member Account (for example, in the event you do not log into your Dashboard for six (6) months), we reserve the right to suspend or cancel your Member Account in our reasonable discretion and/or delete any content therein.

14. Account Upgrade and Downgrade.

You are able to manage your subscription in “My Vydia Plan” page of your Dashboard. If you wish to upgrade your Member Account, you will be charged the difference between your current plan and the upgraded plan, prorated by day. Any lapsed time period for an existing plan shall not be refunded. If you wish to downgrade your Member Account, you first need to make sure that existing content stored in your Member Account will require no more space than the upper limit of your new plan, otherwise, you will not be able to submit any additional content to your Member Account. In the event you elect to downgrade, such downgrade shall only take effect after your then-current subscription plan expires. The option to downgrade to a free Member Account can also be found in the My Vydia Plan page.

No Refunds. All fees paid for additional storage on the Service are non-refundable.

Termination of Subscriptions. You are free to stop using a paid storage plan and can cancel auto-renewal in the “My Vydia Plan” page of your Dashboard by selecting to downgrade to the free storage plan, provided you do so at least thirty (30) days prior to the end of your then-current subscription period. We reserve the right to suspend or terminate your access to a paid storage plan at any time, with or without notice to you, in the event we have a good faith belief that you have breached or will breach these Terms.

15. Warranty Disclaimer; Limitation on Liability

1. Disclaimer of Warranties
   1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL MATERIALS OR ANY OTHER ITEMS PROVIDED THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THE SERVICE, WE DO NOT REPRESENT OR IMPLY THAT ANY OTHER MATERIALS OR ITEMS AVAILABLE ON OR LINKED TO BY THE SERVICE, INCLUDING WITHOUT LIMITATION, CONTENT HOSTED ON THIRD PARTY SITES, OR ANY OTHER MATERIALS OR ITEMS WE OFFER TO YOU TO BE ACCURATE, USEFUL, OR NON-HARMFUL. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. YOU AGREE THAT YOUR USE OF THE SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES AND EACH OF OUR RESPECTIVE LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF.
   2. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE SERVICE, THE SERVICE’S CONTENT, THE CONTENT OF ANY SITE LINKED TO THE SERVICE, INFORMATION OR ANY OTHER ITEMS OR MATERIALS ON THE SERVICE OR LINKED TO BY THE SERVICE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (C) ANY HARM OF ANY TYPE ARISING FROM YOUR USE OF THE SERVICE; (D) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (F) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/OR (G) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (INCLUDING WITHOUT LIMITATION CONTRIBUTIONS) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.
2. Limited Liability
   TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR MATERIALS OR ANY OTHER CONTENT THEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE, OUR LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED $50.

16. Indemnity

You agree to defend, indemnify, and hold Vydia and its affiliates and each of their respective licensors, suppliers, officers, directors, investors, employees, agents, service providers and other contractors harmless from any claim or demand including, without limitation, reasonable legal fees, made by any third party arising out of or in connection with your use of the Service or any content or information available through the Service, or any violation of these Terms and/or the terms and conditions that are applicable to your use of Third Party Sites.

17. Modification of Terms and Conditions

We may modify these Terms from time to time. We will make reasonable efforts to notify you of material changes to these Terms. Such efforts might include posting the amended terms on the Service, an email to the address we have on file, or a message in your Member Account. When changes are made to these Terms, they will become immediately effective when published on this page unless otherwise noted. We encourage you to periodically review these Terms―there may have been changes to our policies that may affect you. If you do not agree with the proposed changes, you should discontinue your use of the. Your continued use of the Service will signify your continued agreement to these Terms as revised.

18. Legal Disputes, Arbitration Agreement, and Class Action Waiver

Please Read This Following Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court

1. Initial Dispute Resolution. We are available by email at [email protected] to address any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. Each of you and us agree to use attempt to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
2. Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section 17(a) above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration in New York, New York, administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. If the arbitrator finds this location to be unreasonably burdensome to you, a new location may be selected or arbitration may be conducted over the phone, using video conferencing, or similar. You may be entitled to an in-person hearing near your place of residence. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act.The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, and you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, we will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US $10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration.

   The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

3. Seeking Arbitration. If you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice”). The Notice to us must be addressed to: 228 Park Ave S, Suite 19266, New York, New York 10003. If we initiate arbitration, we will send a written Notice to an email address you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Member Account. A Notice, whether sent by you or by us, must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding or file a claim in small claims court.
4. Hearing. If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the JAMS Rules.
5. Award. In the event arbitration awards you damages of an amount at least US $100 greater than our last documented settlement offer, we will pay your awarded damages or US $2,500, whichever is greater.
6. Confidentiality. You and we shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
7. Coordinated Proceedings. If twenty-five (25) or more individuals initiate Notices of dispute with us raising similar claims, and counsel for the individuals bringing the claims are the same or are coordinated for these individuals (“Coordinated Claims”), the claims shall proceed in arbitration in a coordinated proceeding. Counsel for the individuals and our counsel shall each select five (5) cases to proceed first in arbitration in a bellwether proceeding (“Test Cases”). The remaining cases shall not be filed in arbitration until the first ten (10) have been resolved. If the parties are unable to resolve the remaining cases after the conclusion of the Test Cases, each side may select another five (5) cases to proceed to arbitration for a second bellwether proceeding. This process may continue until the parties have determined an objective methodology to make an offer to resolve each and every outstanding claim. A court will have authority to enforce this clause and, if necessary, to enjoin the mass filing of arbitration demands against us. Individuals bringing Coordinated Claims shall be responsible for up to US $250 of their filing fees or the maximum permissible under the applicable arbitration rules. All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the Coordinated Proceedings specified in this Section are pending. We will take such action, if any, required to effectuate such tolling.
8. Class Action and Class Arbitration Waiver. You and us each further agree that any arbitration shall be conducted in your respective individual capacities only and not as a class action or other representative action, and you and us each expressly waive your respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 17(b) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
9. Severance of the Arbitration Agreement. If the clauses concerning and describing the procedures and obligations related to Coordinated Claims and Test Case procedures is or becomes invalid or unenforceable, then the remaining entire arbitration agreement and any clauses concerning, relating to, specifying, or otherwise describing the arbitration agreement shall be severed from these Terms. However, any duty of confidentiality whether or not such duty is connected with arbitration shall survive such severance.

19. Terms for Users in Certain Geographic Locations

1. Notice to California Users. Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice: If a user has a question or complaint regarding the Service, please send an email to [email protected]. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code Section 1542, which states, “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” By using the Services, you agree that these California Civil Code Section 1542 protections no longer apply to you.
2. Notice to New Jersey Users. If you are a consumer residing in New Jersey, the following provisions of these Terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (i) Disclaimer of Warranty; (ii) Limitation of Liability; (iii) Indemnity; and (iv) under the Legal Disputes, Arbitration Agreement, and Class Action Waiver section and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of these Terms are found to violate an established legal right.

20. International Users

Each claim or statement about the effectiveness of our products or services or comparing the effectiveness of our products or services is expressly limited to the United States, unless otherwise disclosed. The products referred to on the Services may only be available in the territory to which the Services are directed and may not be available in your country. WE MAKE NO REPRESENTATION THAT THE INFORMATION AND MATERIALS ON THE SERVICES, INCLUDING WITHOUT LIMITATION THE INFORMATION AND OTHER MATERIALS PROMOTING THE PRODUCTS IDENTIFIED ON THE SERVICES, ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OTHER THAN THE LOCATION FOR WHICH THE SERVICES ARE DIRECTED. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY PART THEREOF IS APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES. If you choose to access the Services, you do so on your own initiative and at your own risk, and you are responsible for complying with all local statutes, orders, regulations, rules, and other laws. You are also subject to United States export controls and are responsible for any violations of such controls, including without limitation any United States embargoes or other federal rules and regulations restricting exports.

Despite the above, as a consumer you will benefit from any mandatory provisions of the law of the country in which you are a resident. Nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law. The local law of your jurisdiction may entitle you to have a dispute relating to these Terms heard by your local courts. These Terms do not limit any such rights that you have that apply. HOWEVER, BY ENTERING INTO THESE TERMS, WE DO NOT CONSENT TO THE JURISDICTION OF ANY COURTS OTHER THAN THOSE REFERENCED IN THESE TERMS AND WE RESERVE THE RIGHT TO CONTEST THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY OTHER COURT. We may limit the Services’ availability, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion. These Terms, as well as all other documents related to it, including notices and correspondence, will be in the English language only.

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOU, AND SUPERSEDE CONFLICTING TERMS IN THE TERMS, IF YOU ARE A RESIDENT OF THE NAMED JURISDICTION OR TO THE EXTENT REQUIRED BY APPLICABLE LAW:

1. Australia.Nothing in these Terms is intended to exclude, modify, or limit the Australian Consumer Law (“ACL”). We do not give any guarantee or warranties or make any representation of any kind, express or implied, with respect to: (i) use or operation of the Services including the currency, accuracy, suitability, or reliability of any information obtained through the Services; (ii) the condition, suitability, quality, fitness, or safety of any products or services supplied by the Company pursuant to these Terms; or (iii) the information you receive about using the product or your use of that product or that information.

   PROVISIONS OF THE COMPETITION AND CONSUMER ACT 2010 (CTH) AND AUSTRALIAN CONSUMER LAW AND OTHER STATUTES IN SOME CASES EITHER CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED; OR CAN ONLY BE RESTRICTED OR MODIFIED TO A LIMITED EXTENT. IF ANY PROVISIONS OF THOSE TYPES DO APPLY, THEN TO THE EXTENT PERMITTED BY LAW COMPANY’S LIABILITY UNDER THOSE PROVISIONS IS LIMITED AS FOLLOWS. COMPANY’S LIABILITY IS LIMITED, AT ITS OPTION – IN THE CASE OF GOODS, TO REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; OR REPAIR OF THE GOODS; OR PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND IN THE CASE OF SERVICES, TO SUPPLYING THE SERVICES AGAIN OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

   If we amend the terms and conditions of these Terms from time to time, we will notify you of any changes by any reasonable means, including by posting the revised terms (or a link to the revised terms) on our Services. By continuing to use the Services, you consent to any amendments.

   To the extent that we have a right to terminate these Terms, we will notify you of our intention and the reason for that action. You will then have fourteen (14) days to respond to the notice by rectifying the breach (where possible) and/or providing a reason why we should not take action. We will review any response provided by you and advise you of our decision, which is final. During the review period, we may take any one or more of the actions referred to in these Terms including termination of these Terms or the Services.

   In addition, if these Terms are terminated for any reason, upon request to delete Contributions containing your personal information, we will provide you with reasonable assistance in response to your request. If you believe your Member Account has been terminated in error, please contact us using the contact details below. The following sections will survive termination:

   1. Consent and Eligibility
   2. Member Accounts and Registration
   3. Our Intellectual Property Rights
   4. Rules Governing User Contributions; Prohibited Activities
   5. Rights in Contributions
   6. Our Management of the Service; User Misconduct
   7. Third-Party Sites
   8. Special Services; Media Partners
   9. Account Upgrade and Downgrade
   10. Warranty Disclaimer; Limitation on Liability
   11. Indemnity
   12. Modification of Terms and Conditions
   13. Legal Disputes, Arbitration Agreement, and Class Action Waiver
   14. Terms for Users in Certain Geographic Locations
   15. International Users
   16. Termination
   17. Consent to Communications
   18. Non-Waiver
   19. Severability
   20. Assignment
   21. Force Majeure

   If we make improvements and/or changes in products or services described on the Services, add new features, or terminate a Service at any time without notice (as described further above in these Terms), we will use reasonable efforts to give advance notice of any changes whenever practicable to do so.

   Assignment. You may not assign or sublicense these Terms or any of your rights or obligations under these Terms without our prior written consent, which shall not be unreasonably withheld.

2. Canada.L’acheteur confirme son intention expresse que cet accord, ainsi que tous les documents connexes, soient rédigés en langue anglaise uniquement, y compris tous les avis et la correspondance.

   Quebec Customers. For Quebec customers (or customers from other Canadian provinces where applicable) we will, if required, at least thirty (30) days before the amendment comes into force, send a written notice drawn up clearly and legibly, setting out the following: (i) the new clause only, or the amended clause and the clause as it read formerly; (ii) the date of the coming into force of the amendment; and (iii) the customer’s right to refuse the amendment and rescind; or, in the case of a contract involving sequential performance where the amendment entails an increase in the customer’s obligations or a reduction in our obligations, the customer may cancel the contract without cost, penalty, or cancellation indemnity by sending us a notice to that effect no later than thirty (30) days after the amendment comes into force.

   Dispute Resolution. The arbitration requirements of these Terms will not apply to you if any such provision is unenforceable under the laws of your Canadian province of residence.

   Cancellation Rights. Residents of certain provinces may have the right to cancel the provisions of certain purchases as required by local law. We will honor such cancellation rights.

   Privacy and Consumer Complaints. Under relevant consumer protection laws, you are entitled to the following consumer rights notice: If you have a question or complaint regarding the Services, please send an e-mail to [email protected]. You may also contact us by writing to Vydia, Inc., 228 Park Ave S., Suite 19266, New York, New York 10003-1502, USA.

3. European Union.Children. You may not use the Services if you are under the age of sixteen (16).

   Exceptions to Liability Limitations. Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

   ARBITRATION MAY NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THE EUROPEAN UNION AND SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU 524/2013) (AND ANY IMPLEMENTING REGULATIONS IN EACH MEMBER STATE OF THE EU); THE AGREEMENT TO ARBITRATE IN THESE TERMS WILL NOT APPLY TO YOU IF NOT PERMITTED BY LAW.

4. Japan.Any intellectual property rights vested in us under these terms will include the rights set forth in Article 27 (Right of Adaptation) and Article 28 (Original Author’s Right in Derivative Works) of the Copyright Act of Japan, Act No. 48 of May 6, 1970. Further, you agree not to exercise against us any moral rights you may have, including, without limitation, the feedback or suggestions.

   Each party represents and warrants that it (i) is not an anti-social force (meaning here and hereinafter, gangsters, anti-social forces, and others equivalent thereto), and (ii) does not have any exchange or involvement with anti-social forces, such as cooperation or involvement in the maintenance, operation, or management of anti-social forces, through funding or other means.

   Exceptions to Liability Limitations. Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

   Export controls. If you directly or indirectly export all or part of the Services or take it outside of Japan, whether in combination with other products or as part of other products, you shall take necessary procedures, if any, in accordance with the regulations of the Foreign Exchange and Foreign Trade Act of Japan and other foreign export-related laws and regulations.

5. South Korea.Cancellation Rights. You may have the right to cancel or return certain purchases as required by local law, including the Korea Fair Trade Commission’s Act on the Consumer Protection in Electronic Commerce, Etc. (“E-Commerce Act”). We will honor such cancellation rights.

   Right to a Refund of Tax Overcharges. In case of tax overcharges at any time up to five years from your date of purchase, you may Contact Us for a refund of tax overcharges.

   User Content License. The licenses you grant us to your Contributions will remain in effect until the Contribution is deleted. However, certain exceptions may allow us the right to retain your Contributions, including service operation, use of Contributions before deletion, and our compliance with laws and regulations.

   Updates to these Terms. If there is a change to these Terms, we will send you an email notification that includes details of the changes at least seven (7) days before the amendment comes into force. However, in certain cases we may notify you at least thirty (30) days before the amendment comes into force.

   Termination by Us. We may terminate these Terms or may suspend, limit, or terminate all or part of your access to a Service or any of its features if: (a) you materially or repeatedly breach these Terms; (b) you have deleted your Member Account and Contributions on the Services; (c) it is necessary to comply with a legal requirement or court order; or (d) we reasonably believe it could cause liability or harm to another user, a third-party, us, or our affiliates. In such case, we will notify you using the contact information you have previously provided to us.

   Children and Minors. You may not use any Service if you are under the age of fourteen (14). If you are under nineteen (19) years of age, you may not establish a Member Account with us.

   Exceptions to Liability Limitations. Any exclusions or limitations of liability under these Terms will not apply to you if such provisions are found to be unenforceable under local law.

   Dispute Resolution. The arbitration section of Legal Disputes, Arbitration Agreement, and Class Action Waiver in these Terms will not apply to you if any such provision is found to be unenforceable under local law.

6. United Kingdom.Children. You may not use the Services if you are under the age of sixteen (16).

   Exceptions to Liability Limitations. Nothing in these Terms excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

   ARBITRATION MAY NOT APPLY TO YOU IF YOU ARE A RESIDENT OF THE UNITED KINGDOM AND SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU 524/2013) (OR ANY SUCCESSOR TO THESE ENACTED BY THE UK POST BREXIT). THE AGREEMENT TO ARBITRATE IN THESE TERMS WILL NOT APPLY TO YOU IF NOT PERMITTED BY LAW.

21. Termination

The Services and these Terms are in effect until terminated by you or us. We may terminate these Terms by notifying you using any contact information we have about you or by posting such termination on the Services, including in your Member Account. You may terminate these Terms by providing written notice of termination, including your detailed contact information and any Member Account information or other Service credentials, to us using the information in the Contact Information section. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to the Service or any of their features at any time with or without notice and with or without cause, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. We may be protected for liability from these actions under the Communications Decency Act, 47 U.S.C. § 230.

The provisions of these Terms concerning protection of intellectual property rights, authorized use, user submitted contributions disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

Upon any such termination, (i) you will immediately cease all use of and access to the Services; (ii) we may delete or disable access to any of your Contributions at any time; and (iii) we may delete your Member Account at any time. You agree that if your use of the Services is terminated pursuant to these Terms, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of the Service after termination will be a violation of this Section, which survives any termination.

22. Consent to Communications

When you use the Service or send communications to us through the Service, you are communicating with us electronically. You consent to receive electronically any communications related to your use of the Service. We may communicate with you by email or by posting notices on the Service. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting Contributions, creating a Member Account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

23. Non-Waiver

Our failure to exercise or enforce any right or provision of these Terms of shall not operate as a waiver of the applicable right or provision.

24. Severability

These Terms operate to the fullest extent permissible by law. If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

25. Assignment

We may assign our rights under these Terms with or without notice to you. You may not assign or sublicense these Terms or any of your rights or obligations under these Terms without our prior written consent.

26. Force Majeure

We shall not be responsible for any failure to perform our obligations under these Terms due to circumstances beyond our reasonable control including without limitation, acts of God, war, riots, terrorism, embargoes, acts of civil or military authorities, fire, flood, or accidents.

27. Contact Information

If you have any questions about these Terms or your Member Account, please contact us at [email protected].